Overview of Medtronic’s Strategic Moves
Medtronic plc today announced that it has commenced an exchange offer to split off at least 80.1% of the shares of MiniMed Group, Inc. (MiniMed; Nasdaq: MMED). MiniMed, formerly Medtronic’s Diabetes business, completed its initial public offering in March 2026 with Medtronic retaining an approximately 90% ownership interest in MiniMed. Through the exchange offer, Medtronic shareholders can exchange their Medtronic ordinary shares for shares of MiniMed common stock, subject to the terms of the offer. The exchange offer is expected to be generally tax-free to Medtronic and participating shareholders for U.S. federal income tax purposes.
“Today’s launch reflects our confidence in MiniMed as an independent company and in the opportunities that lie ahead,” said Geoff Martha, Medtronic Chairman and Chief Executive Officer. “MiniMed is delivering strong results, has a rich innovation pipeline, and a leadership team with a clear vision for the future. Going forward as an independent company, MiniMed will have the focus and flexibility to build on its momentum, while Medtronic can further focus our capital allocation on our growing Cardiovascular, Neuroscience, and Surgical portfolios so we can continue accelerating our innovation and growth to bring new therapy options to patients around the world.”
The exchange offer will permit Medtronic shareholders to exchange their Medtronic ordinary shares for shares of MiniMed common stock at a 7% discount, subject to an upper limit of 4.5939 shares of MiniMed common stock per Medtronic ordinary share tendered and accepted in the exchange offer. If the upper limit is not in effect, tendering shareholders are expected to receive approximately $107.53 of MiniMed common stock for every $100 of Medtronic ordinary shares tendered.
Medtronic will determine the prices at which Medtronic ordinary shares and shares of MiniMed common stock will be exchanged by reference to the arithmetic average of the daily volume-weighted average prices of shares of Medtronic ordinary shares on the NYSE and MiniMed common stock on the Nasdaq during the three consecutive trading days ending on and including the second trading day preceding the expiration date of the exchange offer, which are expected to be October 5, 6 and 7, 2026, if the exchange offer is not extended or terminated. The final exchange ratio, reflecting the number of shares of MiniMed common stock that tendering shareholders will receive for each Medtronic ordinary share accepted in the exchange offer, will be announced by press release by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be October 9, 2026). To the extent feasible, Medtronic intends to announce the final exchange ratio (and whether the upper limit is in effect) in the evening, New York City time, on the second trading day immediately preceding the expiration date. The final exchange ratio, when announced, and a daily indicative exchange ratio beginning on the third trading day of the exchange offer period, also will be available at http://www.dfking.com/MDTSeparation.
The completion of the exchange offer is subject to certain conditions, including: at least 112,680,647 shares of MiniMed common stock being issued in exchange for outstanding Medtronic ordinary shares validly tendered in the exchange offer and the receipt of an opinion of counsel that the exchange offer will qualify as a generally tax-free transaction to Medtronic and its participating shareholders for U.S. federal income tax purposes, except with respect to the receipt of cash in lieu of fractional shares.
Medtronic currently owns 252,813,348 shares of MiniMed common stock, representing approximately 90% of the total outstanding shares of MiniMed common stock. Medtronic is offering to exchange up to 225,361,295 shares of MiniMed common stock for outstanding Medtronic ordinary shares in the exchange offer. If the exchange offer is oversubscribed, Medtronic currently intends, without extending the exchange offer period, to exchange an additional 27,452,053 shares of MiniMed common stock, which amount constitutes all of Medtronic’s remaining interest in MiniMed. If the exchange offer is consummated but not fully subscribed, Medtronic intends to divest the shares of MiniMed common stock that it continues to beneficially own through a subsequent spin-off, split-off, debt-for-equity exchange, or any combination of these potential transactions.
The exchange offer is voluntary for Medtronic shareholders. No action is necessary for Medtronic shareholders who choose not to participate.
The terms and conditions of the exchange offer are outlined in a registration statement on Form S-4 that has been filed by MiniMed with the U.S. Securities and Exchange Commission (the “SEC”) and a tender offer statement on Schedule TO to be filed by Medtronic with the SEC today.
Goldman Sachs & Co. LLC and BofA Securities, Inc. will serve as dealer managers for the exchange offer.
